Sec Form 4 Filing - LANDMARK DIVIDEND LLC @ Landmark Infrastructure Partners LP - 2018-02-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
LANDMARK DIVIDEND LLC
2. Issuer Name and Ticker or Trading Symbol
Landmark Infrastructure Partners LP [ LMRK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2141 ROSECRANS AVENUE, SUITE 2100
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2018
(Street)
EL SEGUNDO, CA90245
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON UNITS (LIMITED PARTNER INTERESTS) 02/15/2018 C( 1 ) 3,135,109 A 3,135,109 I ( 2 ) By Landmark Dividend LLC ( 2 )
COMMON UNITS (LIMITED PARTNER INTERESTS) 130,257 I By Landmark Dividend Holdings LLC
COMMON UNITS (LIMITED PARTNER INTERESTS) 55,097 I By Landmark Z-Unit Holdings LLC
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) ( 1 ) 02/15/2018 C( 1 ) 3,135,109 ( 1 ) ( 1 ) COMMON UNITS (LIMITED PARTNER INTERESTS) 3,135,109 $ 0 ( 1 ) 0 I ( 2 ) By Landmark Dividend LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LANDMARK DIVIDEND LLC
2141 ROSECRANS AVENUE
SUITE 2100
EL SEGUNDO, CA90245
X X
AIM Universal Holdings, LLC
950 TOWER LANE,
SUITE 800
FOSTER CITY, CA94404
X X
AIM LANDMARK HOLDINGS, LLC
950 TOWER LANE,
SUITE 800
FOSTER CITY, CA94404
X X
Landmark Dividend Holdings LLC
2141 ROSECRANS AVE
SUITE 2100
EL SEGUNDO, CA90245
X X
Signatures
Landmark Dividend LLC, By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer of Landmark Dividend Holdings LLC, managing member of Landmark Dividend Holdings II LLC, the sole member of Landmark Dividend LLC 02/20/2018
Signature of Reporting Person Date
AIM Universal Holdings, LLC, By: /s/ Matthew P. Carbone, Managing Member 02/20/2018
Signature of Reporting Person Date
AIM Landmark Holdings, LLC, By: /s/ Matthew P. Carbone, Managing Member of AIM Universal Holdings, LLC, the sole manager of AIM Landmark Holdings, LLC 02/20/2018
Signature of Reporting Person Date
Landmark Dividend Holdings LLC, By: /s/ Arthur P. Brazy, Jr., Chief Executive Officer 02/20/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the conversion of 3,135,109 subordinated units representing limited partner interests in the Issuer, which were converted into common units representing limited partner interests on a one-to-one basis upon expiration of the subordination period, which occurred on February 15, 2018, as set forth in Amendment No. 1 to the Third Amended and Restated Agreement of Limited Partnership of Landmark Infrastructure Partners LP.
( 2 )This Form 4 is filed jointly by Landmark Dividend LLC ("Landmark Dividend"), Landmark Dividend Holdings LLC ("Landmark Holdings"), AIM Landmark Holdings,LLC ("AIM Landmark") and AIM Universal Holdings, LLC ("AIM"). Landmark Dividend is indirectly owned and managed by Landmark Holdings. Landmark Z-Unit Holdings LLC ("Z-Unit") is directly owned and managed by Landmark Holdings. AIM Landmark, through a wholly-owned subsidiary, holds a majority of the ownership interests in Landmark Holdings and is entitled to elect the majority of the members of the board of managers of Landmark Holdings. AIM Landmark is controlled by AIM. Each of AIM, AIM Landmark and Landmark Holdings may be deemed to indirectly beneficially own the securities held by Landmark Dividend and Z-Unit, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein.

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